U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

       For the quarterly period ended  March 31, 2002
                                       --------------

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from               to
                                        --------------   ------------------

                        Commission File Number: 0-30621

                            Cactus New Media I, Inc.
     ----------------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its Charter)

             Delaware                                    65-0907798
-----------------------------------                      ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)


                   437 41st Street, Miami Beach, Florida 33140
       ------------------------------------------------------------------
                    (Address of principal executive offices)

                                  (305)672-9200
                                  -------------
                           (Issuer's telephone number)

         ---------------------------------------------------------------
         (Former Name, former address and former fiscal year, if changed
                              since last Report.)

         Check mark whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X]  No  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 150,750,000 Common Stock as
of June 1, 2002.


<PAGE>
                                      INDEX


PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Condensed Financial Statements (unaudited)                          3

         Balance Sheets                                                      3

         Statements of Operations                                            4

         Statements of Cash Flows                                            5

         Notes to Condensed Financial Statements                             6-7

Item 2.  Management's Discussion and Analysis and Plan of Operations         8


PART II. OTHER INFORMATION                                                   9
         -----------------

Item 1.  Legal Proceedings                                                   9

Item 5.  Other Information                                                   10

Item 6.  Exhibits and Reports on Form 8-K                                    10














                                       2
<PAGE>
PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Financial Statements
<TABLE>
<CAPTION>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
==================================================================================================================================
                                                                                      March 31, 2002
ASSETS                                                                                  (Unaudited)            December 31, 2001
==================================================================================================================================
<S>                                                                                 <C>                      <C>
CURRENT ASSETS
     Cash                                                                           $              128       $              678
-----------------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                        $              128       $              678
-----------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND DEFICIENCY IN ASSETS
===================================================================================================================================

CURRENT LIABILITIES
     Accrued liabilities, $35,118 and $31,788 to related
         parties (Note 3)                                                           $          133,377       $          124,002
-----------------------------------------------------------------------------------------------------------------------------------

DEFICIENCY IN ASSETS
     Common stock,  $.0001 par value;  shares authorized, 200,000,000;
         issued and outstanding, 150,750,000                                                    15,075                   15,075
     Additional paid-in capital                                                                 13,425                   13,425
     Deficit accumulated during the development stage                                         (161,749)                (151,824)
-----------------------------------------------------------------------------------------------------------------------------------
         Total deficiency in assets                                                           (133,249)                (123,324)
-----------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                                          $              128       $              678
===================================================================================================================================
</TABLE>
                             See accompanying notes.

                                       3
<PAGE>
<TABLE>
<CAPTION>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
==================================================================================================================================
                                                                                                             For the period from
                                                                                       Three Months          inception (March 29,
                                                          Three Months Ended              Ended                 1999) through
                                                            March 31, 2002            March 31, 2001           March 31, 2002
==================================================================================================================================
<S>                                                        <C>                      <C>                       <C>
REVENUES, $300, $0 and $19,110 to related parties,
     respectively (Note 3)                                 $            300         $           3,690         $         34,010
----------------------------------------------------------------------------------------------------------------------------------

EXPENSES
     Consulting fees                                                      -                     1,100                    1,100
     Contract labor                                                       -                       275                    1,018
     Interest to a related party (Note 3)                               300                       300                    3,500
     Internet services, $300, $0 and $15,525 to related
         parties, respectively (Note 3)                                 300                     3,699                   31,092
     Licenses and taxes                                                   -                         -                      995
     Management fee to a related party (Note 3)                       3,000                     3,000                   35,000
     Office                                                               -                       133                      812
     Professional fees                                                6,595                     7,041                  121,892
     Rent to a related party (Note 3)                                    30                        30                      350
----------------------------------------------------------------------------------------------------------------------------------
         Total expenses                                              10,225                    15,578                  195,759
----------------------------------------------------------------------------------------------------------------------------------

NET LOSS                                                   $         (9,925)        $         (11,888)         $      (161,749)
==================================================================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                   150,750,000               150,750,000              150,267,564
==================================================================================================================================

NET LOSS PER SHARE - BASIC AND DILUTED                     $              -         $               -          $             -
==================================================================================================================================
</TABLE>
                             See accompanying notes.

                                       4
<PAGE>
<TABLE>
<CAPTION>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
==================================================================================================================================
                                                                                                                For the period
                                                                                                                 from inception
                                                                           Three Months       Three Months      (March 29, 1999)
                                                                              Ended              Ended              through
                                                                          March 31, 2002     March 31, 2001      March 31, 2002
==================================================================================================================================
<S>                                                                    <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                            $      (9,925)      $     (11,888)      $    (161,749)
----------------------------------------------------------------------------------------------------------------------------------
     Adjustments to reconcile net loss to net cash used
         in operating activities:
         Common stock and warrants issued for services                               -               1,000               3,500
         Changes in operating assets and liabilities:
              Other current assets                                                   -                 (42)                  -
              Accrued liabilities                                                9,375               7,208             133,377
----------------------------------------------------------------------------------------------------------------------------------
              Total adjustments                                                  9,375               8,166             136,877
----------------------------------------------------------------------------------------------------------------------------------
                  Net cash used in operating activities                           (550)             (3,722)            (24,872)
----------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from the issuance of common stock and capital
         contributions                                                               -                   -               7,900
     Collection of stock subscription receivable                                     -                   -              17,100
----------------------------------------------------------------------------------------------------------------------------------
                  Net cash provided by financing activities                          -                   -              25,000
----------------------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                                                   (550)             (3,722)                128

CASH - BEGINNING                                                                   678               4,905                   -
----------------------------------------------------------------------------------------------------------------------------------

CASH - ENDING                                                            $         128       $       1,183       $         128
==================================================================================================================================

Supplemental Disclosures:
----------------------------------------------------------------------------------------------------------------------------------

     Interest paid                                                       $           -       $           -       $         600
==================================================================================================================================

     Income taxes paid                                                   $           -       $           -       $           -
==================================================================================================================================

Supplemental Disclosure of Non-Cash Financing Activity:
----------------------------------------------------------------------------------------------------------------------------------

     Common stock issued in exchange for note receivable                 $           -       $           -       $      17,100
==================================================================================================================================
</TABLE>

                             See accompanying notes.

                                       5
<PAGE>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
NOTE 1.           BASIS OF PRESENTATION
================================================================================

                  Basis of Presentation

                  The accompanying (unaudited) condensed financial statements of
                  Cactus New Media I, Inc. have been prepared in accordance with
                  accounting principles generally accepted in the United States
                  for interim financial information and with the instructions to
                  Form 10-QSB for quarterly reports under Section 13 or 15(d) of
                  the Securities Exchange Act of 1934. Accordingly, they do not
                  include all information and footnotes necessary for a complete
                  presentation of financial position, results of operations and
                  cash flows in conformity with accounting principles generally
                  accepted in the United States of America.

                  In the opinion of management, all adjustments considered
                  necessary for a fair presentation of the results of operations
                  and financial position have been included and all such
                  adjustments are of a normal recurring nature. Operations for
                  the period ended March 31, 2002, are not necessarily
                  indicative of the results that can be expected for the year
                  ending December 31, 2002.

                  The financial data at December 31, 2001 is derived from
                  audited financial statements which are included in the
                  Company's Form 10-KSB which should be read in conjunction with
                  these condensed financial statements and the notes thereto.

                  Use of Estimates

                  The preparation of these financial statements in conformity
                  with accounting principles generally accepted in the United
                  States of America requires management to make estimates and
                  assumptions that affect the reported amounts of assets and
                  liabilities and disclosure of contingent assets and
                  liabilities at the date of the financial statements and the
                  reported amounts of revenues and expenses during the reported
                  period. Actual results could differ from those estimates.

================================================================================
NOTE 2.           GOING CONCERN
================================================================================

                  As discussed in Note 1, the Company has been in the
                  development stage since its inception on March 29, 1999. The
                  Company has incurred operating losses since its inception and
                  at March 31, 2002, has minimal working capital available to
                  fund operations and may not be able to commence and/or sustain
                  operating activity.

                  The Company's ability to continue as a going concern is
                  dependent upon achieving profitable operations, including
                  positive cash flows from operations or obtaining additional
                  debt or equity financing. Management's plans include
                  identifying a merger candidate with sufficient liquidity to
                  meet the Company's financial needs. These conditions raise
                  substantial doubt about the Company's ability to continue as a
                  going concern. The financial statements do not include any
                  adjustments that might result from the outcome of these
                  uncertainties.
                                       6
<PAGE>
================================================================================
NOTE 3.           RELATED PARTY TRANSACTIONS
================================================================================

                  The Company leases its office facility on an annual basis from
                  a company related by virtue of common ownership. Total rent
                  expense amounted to $30, $30 and $350 for the three months
                  ended March 31, 2002, the three months ended March 31, 2001
                  and for the period from inception (March 29, 1999) through
                  March 31, 2002, respectively.

                  The Company contracted an affiliate, related by virtue of
                  common ownership, for management and consulting services
                  amounting to $3,000, $3,000 and $35,000 for the three months
                  ended March 31, 2002, the three months ended March 31, 2001
                  and for the period from inception (March 29, 1999) through
                  March 31, 2002, respectively.

                  Related to the management and consulting services, the Company
                  incurred interest expense amounting to $300, $300 and $3,500
                  for the three months ended March 31, 2002, the three months
                  ended March 31, 2001 and for the period from inception (March
                  29, 1999) through March 31, 2002, respectively.

                  The Company earned revenues of $300 and $19,110 related to
                  transactions with various entities related by virtue of common
                  ownership for the three months ended March 31, 2002 and for
                  the period from inception (March 29, 1999) through March 31,
                  2002. Also, the Company incurred expenses relating to website
                  trafficking fees to other website companies, related by virtue
                  of common ownership of $300 and $15,525 for the three months
                  ended March 31, 2002 and for the period from inception (March
                  29, 1999) through March 31, 2002.

                  The majority shareholder has guaranteed the payment of certain
                  third party liabilities on behalf of the Company. At March 31,
                  2002 approximate aggregate guaranteed amounts were $39,000.

================================================================================
NOTE 4.           NET LOSS PER COMMON SHARE
================================================================================

                  Basic and diluted net loss per common share was computed by
                  dividing the net loss by the weighted number of shares of
                  common stock outstanding during each period.

================================================================================
NOTE 5.           CORPORATE RELATIONSHIP AGREEMENT
================================================================================

                  In January 2001, the Company entered into a one-year corporate
                  relationship agreement (agreement) with an unrelated entity
                  (consultant) whereby the consultant, on a non-exclusive basis,
                  will serve as a corporate relation consultant in potential
                  financing and business combinations involving the Company. The
                  agreement provided for, among other things, the consultant to
                  receive a 5 year warrant, which was issued on January 26,
                  2001, to purchase 75,000 shares of the Company's common stock
                  at an exercise price of $0.01 per share. In addition, the
                  consultant will receive a finder's fee, as defined, in the
                  event the Company obtains financing from a party introduced to
                  the Company by the consultant.
                                       7
<PAGE>
Item 2.  Management Discussion and Analysis

General

         Management's discussion and analysis contains various forward looking
statements within the meaning of the Securities and Exchange Act of 1934. These
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward looking terminology such as "may,"
"expect," "anticipate," "estimates" or "continue" or use of negative or other
variations of comparable terminology. Management cautions that these statements
are further qualified by important factors that could cause actual results to
differ materially from those contained in forward looking statements, that these
forward looking statements are necessarily speculative, and there are certain
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in forward looking statements.

Sales

         The Company has recognized limited revenues of $34,010 from inception
through March 31, 2002. Revenues for the three month period ended March 31, 2002
were $300 as compared to $3,690 for the three month period ended March 31, 2001.

         From the period from inception through March 31, 2002 and for the three
month period ended March 31, 2002, the Company earned revenues of $19,110 and
$300, respectively, related to transactions with various entities related by
virtue of common ownership.

Expenses

         The Company has incurred expenses for management fees, consulting and
other costs of operations from inception through March 31, 2002 of approximately
$195,759. Expenses for the three month period ended March 31, 2002, were $10,225
as compared to $15,578 for the three month period ended March 31, 2001. The
Company's expenses will increase as it reorganizes business as further described
below.

         The Company incurred expenses of $15,572 from the period from inception
through March 31, 2002 relating to website trafficking fees to other website
companies related by common ownership. The Company incurred expenses of $300 and
-0- for the three month period ended March 31, 2002 and March 31, 2001,
respectively, relating to website trafficking fees to other website companies
related by common ownership.





                                       8
<PAGE>
Liquidity and Capital Resources

         As of March 31, 2002, the Company had existing cash reserves of $128.
At March 31, 2002, the Company had a working capital deficiency of $133,249 and
an accumulated deficit of $161,749. From its inception through March 31, 2002
the Company has primarily been involved in the organization and development of
its business. Consequently, the Company has suffered operating and cash flow
losses. The Company's net loss for the three month period ended March 31, 2001,
was $11,888. The Company's net loss for the three month period ended March 31,
2002, was $9,925. The increased net loss is associated with re-organizational
activities. These factors raise substantial doubt about the Company's ability to
continue as a going concern.

         Since its inception the Company has experienced negative cash flows and
has met its cash requirements by issuing, through a private placement, shares of
its common stock. The Company generated additional funds through borrowings from
a related party. Management anticipates that funds received from these sources
and related party advances should be sufficient to satisfy contemplated cash
requirements for the next 12 months. Management does not anticipate any
significant purchase of equipment. The number of Company consultants at March
31, 2002, is adequate to maintain business.

         Due to increasing net loss and lack of business, the Company is
considering the acquisition of an operating entity through merger or other
acquisition.

Plan of Operations

         The Company has undertaken a reorganization of its corporate structure
and is considering an acquisition or merger to grow its operations. To date, the
Company has not identified an acquisition or merger candidate. Management
intends to seek, investigate and, if such investigation warrants, acquire an
interest in business opportunities presented to it by persons or firms who or
which desire to seek the perceived advantages of an Exchange Act registered
corporation. The Company will not restrict its search to any specific business,
industry, or geographical location and it may participate in a business venture
of virtually any kind or nature.

         The analysis of new business opportunities will be undertaken by, or
under the supervision of RS Schmitt, the Company's president. He intends to
concentrate on identifying preliminary prospective business opportunities.
Management believes it will continue to operate at a loss for the next 12
months.

PART II. OTHER INFORMATION
         -----------------

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds

         None.

                                       9
<PAGE>
Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits required by Item 601 of Regulation S-B

                  The following exhibits are filed as part of this report:

                  Exhibits:

                  None.

         (b)      Reports on Form 8-K

                  None.




















                                       10
<PAGE>
                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized officers of the Registrant.

                                         Cactus New Media I, Inc.


                                         By: /s/ RS  Schmitt
                                             ----------------------------------
                                             RS Schmitt, Chairman and President


DATED: June 21, 2002























                                       11